The Intelligent Investor - BENJAMIN GRAHAM

Security Analysis for the Lay Investor 287 the holding-company systems, public-utility financing has been sound and bankruptcies unknown. The financial troubles of elec- tric and gas utilities in the 1930s were traceable almost 100% to financial excesses and mismanagement, which left their imprint clearly on the companies’ capitalization structures. Simple but stringent tests of safety, therefore, would have warned the investor away from the issues that were later to default. Among industrial bond issues the long-term record has been different. Although the industrial group as a whole has shown a better growth of earning power than either the railroads or the util- ities, it has revealed a lesser degree of inherent stability for individ- ual companies and lines of business. Thus in the past, at least, there have been persuasive reasons for confining the purchase of indus- trial bonds and preferred stocks to companies that not only are of major size but also have shown an ability in the past to withstand a serious depression. Few defaults of industrial bonds have occurred since 1950, but this fact is attributable in part to the absence of a major depression during this long period. Since 1966 there have been adverse devel- opments in the financial position of many industrial companies. Considerable difficulties have developed as the result of unwise expansion. On the one hand this has involved large additions to both bank loans and long-term debt; on the other it has frequently produced operating losses instead of the expected profits. At the beginning of 1971 it was calculated that in the past seven years the interest payments of all nonfinancial firms had grown from $9.8 billion in 1963 to $26.1 billion in 1970, and that interest payments had taken 29% of the aggregate profits before interest and taxes in 1971, against only 16% in 1963.3 Obviously, the burden on many individual firms had increased much more than this. Overbonded companies have become all too familiar. There is every reason to repeat the caution expressed in our 1965 edition: We are not quite ready to suggest that the investor may count on an indefinite continuance of this favorable situation, and hence relax his standards of bond selection in the industrial or any other group. www.fx1618.com

288 The Intelligent Investor Common-Stock Analysis The ideal form of common-stock analysis leads to a valuation of the issue which can be compared with the current price to deter- mine whether or not the security is an attractive purchase. This val- uation, in turn, would ordinarily be found by estimating the average earnings over a period of years in the future and then mul- tiplying that estimate by an appropriate “capitalization factor.” The now-standard procedure for estimating future earning power starts with average past data for physical volume, prices received, and operating margin. Future sales in dollars are then projected on the basis of assumptions as to the amount of change in volume and price level over the previous base. These estimates, in turn, are grounded first on general economic forecasts of gross national product, and then on special calculations applicable to the industry and company in question. An illustration of this method of valuation may be taken from our 1965 edition and brought up to date by adding the sequel. The Value Line, a leading investment service, makes forecasts of future earnings and dividends by the procedure outlined above, and then derives a figure of “price potentiality” (or projected market value) by applying a valuation formula to each issue based largely on cer- tain past relationships. In Table 11-2 we reproduce the projections for 1967–1969 made in June 1964, and compare them with the earn- ings, and average market price actually realized in 1968 (which approximates the 1967–1969 period). The combined forecasts proved to be somewhat on the low side, but not seriously so. The corresponding predictions made six years before had turned out to be overoptimistic on earnings and divi- dends; but this had been offset by use of a low multiplier, with the result that the “price potentiality” figure proved to be about the same as the actual average price for 1963. The reader will note that quite a number of the individual fore- casts were wide of the mark. This is an instance in support of our general view that composite or group estimates are likely to be a good deal more dependable than those for individual companies. Ideally, perhaps, the security analyst should pick out the three or four companies whose future he thinks he knows the best, and con- centrate his own and his clients’ interest on what he forecasts for www.fx1618.com

Security Analysis for the Lay Investor 289 TABLE 11-2 The Dow Jones Industrial Average (The Value Line’s Forecast for 1967–1969 (Made in Mid-1964) Compared With Actual Results in 1968) Earnings Price Price Average Forecast Actual 1967–1969 1968a June 30 Forecast Price 1964 1967–1969 1968a Allied Chemical $3.70 $1.46 541⁄2 67 361⁄2 Aluminum Corp. of Am. 3.85 4.75 711⁄2 85 79 American Can 3.50 4.25 57 48 American Tel. & Tel. 4.00 3.75 47 68 53 American Tobacco 3.00 4.38 731⁄2 33 37 Anaconda 6.00 8.12 511⁄2 70 106 Bethlehem Steel 3.25 3.55 441⁄2 45 31 Chrysler 4.75 6.23 361⁄2 45 60 Du Pont 8.50 7.82 481⁄2 240 163 Eastman Kodak 5.00 9.32 253 100 320 General Electric 4.50 3.95 133 90 General Foods 4.70 4.16 71 901⁄2 General Motors 6.25 6.02 80 78 841⁄2 Goodyear Tire 3.25 4.12 88 43 811⁄2 Internat. Harvester 5.75 5.38 88 63 Internat. Nickel 5.20 3.86 43 83 54 Internat. Paper 2.25 2.04 82 36 69 Johns Manville 4.00 4.78 79 54 76 Owens-Ill. Glass 5.25 6.20 32 100 33 Procter & Gamble 4.20 4.30 571⁄2 70 711⁄2 Sears Roebuck 4.70 5.46 99 78 1251⁄2 Standard Oil of Cal. 5.25 5.59 83 60 91 Standard Oil of N.J. 6.00 5.94 118 73 1221⁄2 Swift & Co. 3.85 3.41b 641⁄2 50 67 Texaco 5.50 6.04 87 70 76 Union Carbide 7.35 5.20 54 165 57 United Aircraft 4.00 7.65 791⁄2 50 81 U.S. Steel 4.50 4.69 1261⁄2 60 90 Westinghouse Elec. 3.25 3.49 491⁄2 50 106 Woolworth 2.25 2.29 571⁄2 32 42 138.25 149.20 301⁄2 2186 69 Total 291⁄2 291⁄2 2222 2450 DJIA (Total % 2.67) 52.00 56.00 832 820 918c DJIA Actual 1968 57.89 906c DJIA Actual 1967–1969 56.26 a Adjusted for stock-splits since 1964. b Average 1967–1969. c Difference due to changed divisor. www.fx1618.com

290 The Intelligent Investor them. Unfortunately, it appears to be almost impossible to distin- guish in advance between those individual forecasts which can be relied upon and those which are subject to a large chance of error. At bottom, this is the reason for the wide diversification practiced by the investment funds. For it is undoubtedly better to concen- trate on one stock that you know is going to prove highly profitable, rather than dilute your results to a mediocre figure, merely for diversification’s sake. But this is not done, because it cannot be done dependably.4 The prevalence of wide diversification is in itself a pragmatic repudiation of the fetish of “selectivity,” to which Wall Street constantly pays lip service.* Factors Affecting the Capitalization Rate Though average future earnings are supposed to be the chief determinant of value, the security analyst takes into account a number of other factors of a more or less definite nature. Most of these will enter into his capitalization rate, which can vary over a wide range, depending upon the “quality” of the stock issue. Thus, although two companies may have the same figure of expected * In more recent years, most mutual funds have almost robotically mimicked the Standard & Poor’s 500-stock index, lest any different holdings cause their returns to deviate from that of the index. In a countertrend, some fund companies have launched what they call “focused” portfolios, which own 25 to 50 stocks that the managers declare to be their “best ideas.” That leaves investors wondering whether the other funds run by the same managers contain their worst ideas. Considering that most of the “best idea” funds do not markedly outperform the averages, investors are also entitled to wonder whether the managers’ ideas are even worth having in the first place. For indisputably skilled investors like Warren Buffett, wide diversification would be foolish, since it would water down the concentrated force of a few great ideas. But for the typical fund manager or individual investor, not diversifying is foolish, since it is so difficult to select a limited number of stocks that will include most winners and exclude most losers. As you own more stocks, the damage any single loser can cause will decline, and the odds of owning all the big winners will rise. The ideal choice for most investors is a total stock market index fund, a low-cost way to hold every stock worth owning. www.fx1618.com

Security Analysis for the Lay Investor 291 earnings per share in 1973–1975—say $4—the analyst may value one as low as 40 and the other as high as 100. Let us deal briefly with some of the considerations that enter into these divergent multipliers. 1. General Long-Term Prospects. No one really knows anything about what will happen in the distant future, but analysts and investors have strong views on the subject just the same. These views are reflected in the substantial differentials between the price/earnings ratios of individual companies and of industry groups. At this point we added in our 1965 edition: For example, at the end of 1963 the chemical companies in the DJIA were selling at considerably higher multipliers than the oil companies, indicating stronger confidence in the prospects of the former than of the latter. Such distinctions made by the market are often soundly based, but when dictated mainly by past perfor- mance they are as likely to be wrong as right. We shall supply here, in Table 11-3, the 1963 year-end material on the chemical and oil company issues in the DJIA, and carry their earnings to the end of 1970. It will be seen that the chemical compa- nies, despite their high multipliers, made practically no gain in earnings in the period after 1963. The oil companies did much bet- ter than the chemicals and about in line with the growth implied in their 1963 multipliers.5 Thus our chemical-stock example proved to be one of the cases in which the market multipliers were proven wrong.* * Graham’s point about chemical and oil companies in the 1960s applies to nearly every industry in nearly every time period. Wall Street’s consensus view of the future for any given sector is usually either too optimistic or too pessimistic. Worse, the consensus is at its most cheery just when the stocks are most overpriced—and gloomiest just when they are cheapest. The most recent example, of course, is technology and telecommunications stocks, which hit record highs when their future seemed brightest in 1999 and early 2000, and then crashed all the way through 2002. History proves that Wall Street’s “expert” forecasters are equally inept at predicting the www.fx1618.com

www.fx1618.com TABLE 11-3 Performance of Chemical and Oil Stocks in the DJIA, 1970 versus 1964 Chemical companies: Closing 1963 P/E Closing 1970 P/E Allied Chemical Price Earned Ratio Price Earned Ratio Du Ponta Per Share Per Share Union Carbideb 55 19.8 ϫ 241⁄8 15.5 ϫ 77 2.77 23.5 1331⁄2 1.56 19.8 601⁄4 6.55 22.7 40 6.76 15.4 2.66 25.3 ave. 2.60 541⁄2 10.2 ϫ Oil companies: 591⁄2 4.50 13.2 ϫ 731⁄2 5.36 12.4 Standard Oil of Cal. 76 4.74 16.0 35 5.90 11.6 Standard Oil of N.J. 35 2.15 16.3 3.02 Texacob 15.3 ave. a 1963 figures adjusted for distribution of General Motors shares. b 1963 figures adjusted for subsequent stock splits.

Security Analysis for the Lay Investor 293 2. Management. On Wall Street a great deal is constantly said on this subject, but little that is really helpful. Until objective, quantita- tive, and reasonably reliable tests of managerial competence are devised and applied, this factor will continue to be looked at through a fog. It is fair to assume that an outstandingly successful company has unusually good management. This will have shown itself already in the past record; it will show up again in the esti- mates for the next five years, and once more in the previously dis- cussed factor of long-term prospects. The tendency to count it still another time as a separate bullish consideration can easily lead to expensive overvaluations. The management factor is most useful, we think, in those cases in which a recent change has taken place that has not yet had the time to show its significance in the actual figures. Two spectacular occurrences of this kind were associated with the Chrysler Motor Corporation. The first took place as far back as 1921, when Walter Chrysler took command of the almost mori- bund Maxwell Motors, and in a few years made it a large and highly profitable enterprise, while numerous other automobile companies were forced out of business. The second happened as recently as 1962, when Chrysler had fallen far from its once high estate and the stock was selling at its lowest price in many years. Then new interests, associated with Consolidation Coal, took over the reins. The earnings advanced from the 1961 figure of $1.24 per share to the equivalent of $17 in 1963, and the price rose from a low of 381⁄2 in 1962 to the equivalent of nearly 200 the very next year.6 3. Financial Strength and Capital Structure. Stock of a company with a lot of surplus cash and nothing ahead of the common is clearly a better purchase (at the same price) than another one with the same per share earnings but large bank loans and senior securi- ties. Such factors are properly and carefully taken into account by security analysts. A modest amount of bonds or preferred stock, performance of 1) the market as a whole, 2) industry sectors, and 3) spe- cific stocks. As Graham points out, the odds that individual investors can do any better are not good. The intelligent investor excels by making decisions that are not dependent on the accuracy of anybody’s forecasts, including his or her own. (See Chapter 8.) www.fx1618.com

294 The Intelligent Investor however, is not necessarily a disadvantage to the common, nor is the moderate use of seasonal bank credit. (Incidentally, a top-heavy structure—too little common stock in relation to bonds and pre- ferred—may under favorable conditions make for a huge specula- tive profit in the common. This is the factor known as “leverage.”) 4. Dividend Record. One of the most persuasive tests of high qual- ity is an uninterrupted record of dividend payments going back over many years. We think that a record of continuous dividend payments for the last 20 years or more is an important plus factor in the company’s quality rating. Indeed the defensive investor might be justified in limiting his purchases to those meeting this test. 5. Current Dividend Rate. This, our last additional factor, is the most difficult one to deal with in satisfactory fashion. Fortunately, the majority of companies have come to follow what may be called a standard dividend policy. This has meant the distribution of about two-thirds of their average earnings, except that in the recent period of high profits and inflationary demands for more capital the figure has tended to be lower. (In 1969 it was 59.5% for the stocks in the Dow Jones average, and 55% for all American corpo- rations.)* Where the dividend bears a normal relationship to the earnings, the valuation may be made on either basis without sub- stantially affecting the result. For example, a typical secondary company with expected average earnings of $3 and an expected dividend of $2 may be valued at either 12 times its earnings or 18 times its dividend, to yield a value of 36 in both cases. However, an increasing number of growth companies are departing from the once standard policy of paying out 60% or more of earnings in dividends, on the grounds that the sharehold- * This figure, now known as the “dividend payout ratio,” has dropped consid- erably since Graham’s day as American tax law discouraged investors from seeking, and corporations from paying, dividends. As of year-end 2002, the payout ratio stood at 34.1% for the S & P 500-stock index and, as recently as April 2000, it hit an all-time low of just 25.3%. (See www.barra.com/ research/fundamentals.asp.) We discuss dividend policy more thoroughly in the commentary on Chapter 19. www.fx1618.com

Security Analysis for the Lay Investor 295 ers’ interests will be better served by retaining nearly all the profits to finance expansion. The issue presents problems and requires careful distinctions. We have decided to defer our discussion of the vital question of proper dividend policy to a later section—Chapter 19—where we shall deal with it as a part of the general problem of management-shareholder relations. Capitalization Rates for Growth Stocks Most of the writing of security analysts on formal appraisals relates to the valuation of growth stocks. Our study of the various methods has led us to suggest a foreshortened and quite simple formula for the valuation of growth stocks, which is intended to produce figures fairly close to those resulting from the more refined mathematical calculations. Our formula is: Value = Current (Normal) Earnings ϫ (8.5 plus twice the expected annual growth rate) The growth figure should be that expected over the next seven to ten years.7 In Table 11-4 we show how our formula works out for various rates of assumed growth. It is easy to make the converse calcula- tion and to determine what rate of growth is anticipated by the cur- rent market price, assuming our formula is valid. In our last edition we made that calculation for the DJIA and for six important stock issues. These figures are reproduced in Table 11-5. We com- mented at the time: The difference between the implicit 32.4% annual growth rate for Xerox and the extremely modest 2.8% for General Motors is indeed striking. It is explainable in part by the stock market’s feel- ing that General Motors’ 1963 earnings—the largest for any corpo- ration in history—can be maintained with difficulty and exceeded only modestly at best. The price earnings ratio of Xerox, on the other hand, is quite representative of speculative enthusiasm fas- tened upon a company of great achievement and perhaps still greater promise. The implicit or expected growth rate of 5.1% for the DJIA com- www.fx1618.com

TABLE 11-4 Annual Earnings Multipliers Based on Expected Growth Rates, Based on a Simplified Formula www.fx1618.com Expected growth rate 0.0% 2.5% 5.0% 7.2% 10.0% 14.3% 20.0% Growth in 10 years 0.0 28.0% 63.0% 100.0% 159.0% 280.0% 319.0% Multiplier of current earnings 8.5 13.5 18.5 22.9 28.5 37.1 48.5 TABLE 11-5 Implicit or Expected Growth Rates, December 1963 and December 1969 Issue P/E Ratio, Projecteda Earned Actual Annual P/E Ratio, Projecteda 1963 Growth Rate, Per Share Growth, 1969 Growth Rate, 1963 1969 1963 1963–1969 1969 American Tel. & Tel. 23.0 ϫ 7.3% 3.03 4.00 4.75% 12.2 ϫ 1.8% General Electric 29.0 10.3 3.00 3.79b 4.0 20.4 6.0 General Motors 14.1 2.8 5.55 5.95 1.17 11.6 1.6 IBM 38.5 15.0 3.48c 8.21 16.0 44.4 17.9 International Harvester 13.2 2.4 2.29c 2.30 0.1 10.8 1.1 Xerox 25.0 32.4 .38c 2.08 29.2 50.8 21.2 DJIA 18.6 5.1 41.11 57.02 5.5 14.0 2.8 a Based on formula on p. 295. b Average of 1968 and 1970, since 1969 earnings were reduced by strike. c Adjusted for stock splits.

Security Analysis for the Lay Investor 297 pares with an actual annual increase of 3.4% (compounded) between 1951–1953 and 1961–1963. We should have added a caution somewhat as follows: The val- uations of expected high-growth stocks are necessarily on the low side, if we were to assume these growth rates will actually be real- ized. In fact, according to the arithmetic, if a company could be assumed to grow at a rate of 8% or more indefinitely in the future its value would be infinite, and no price would be too high to pay for the shares. What the valuer actually does in these cases is to intro- duce a margin of safety into his calculations—somewhat as an engi- neer does in his specifications for a structure. On this basis the purchases would realize his assigned objective (in 1963, a future overall return of 71⁄2% per annum) even if the growth rate actually realized proved substantially less than that projected in the for- mula. Of course, then, if that rate were actually realized the investor would be sure to enjoy a handsome additional return. There is really no way of valuing a high-growth company (with an expected rate above, say, 8% annually), in which the analyst can make realistic assumptions of both the proper multiplier for the current earnings and the expectable multiplier for the future earnings. As it happened the actual growth for Xerox and IBM proved very close to the high rates implied from our formula. As just explained, this fine showing inevitably produced a large advance in the price of both issues. The growth of the DJIA itself was also about as projected by the 1963 closing market price. But the moder- ate rate of 5% did not involve the mathematical dilemma of Xerox and IBM. It turned out that the 23% price rise to the end of 1970, plus the 28% in aggregate dividend return received, gave not far from the 71⁄2% annual overall gain posited in our formula. In the case of the other four companies it may suffice to say that their growth did not equal the expectations implied in the 1963 price and that their quotations failed to rise as much as the DJIA. Warn- ing: This material is supplied for illustrative purposes only, and because of the inescapable necessity in security analysis to project the future growth rate for most companies studied. Let the reader not be misled into thinking that such projections have any high degree of reliability or, conversely, that future prices can be www.fx1618.com

298 The Intelligent Investor counted on to behave accordingly as the prophecies are realized, surpassed, or disappointed. We should point out that any “scientific,” or at least reasonably dependable, stock evaluation based on anticipated future results must take future interest rates into account. A given schedule of expected earnings, or dividends, would have a smaller present value if we assume a higher than if we assume a lower interest structure.* Such assumptions have always been difficult to make with any degree of confidence, and the recent violent swings in long-term interest rates render forecasts of this sort almost pre- sumptuous. Hence we have retained our old formula above, sim- ply because no new one would appear more plausible. Industry Analysis Because the general prospects of the enterprise carry major weight in the establishment of market prices, it is natural for the security analyst to devote a great deal of attention to the economic position of the industry and of the individual company in its industry. Studies of this kind can go into unlimited detail. They are sometimes productive of valuable insights into important factors that will be operative in the future and are insufficiently appreci- ated by the current market. Where a conclusion of that kind can be drawn with a fair degree of confidence, it affords a sound basis for investment decisions. Our own observation, however, leads us to minimize some- what the practical value of most of the industry studies that are made available to investors. The material developed is ordinarily of a kind with which the public is already fairly familiar and that has already exerted considerable influence on market quotations. * Why is this? By “the rule of 72,” at 10% interest a given amount of money doubles in just over seven years, while at 7% it doubles in just over 10 years. When interest rates are high, the amount of money you need to set aside today to reach a given value in the future is lower—since those high interest rates will enable it to grow at a more rapid rate. Thus a rise in interest rates today makes a future stream of earnings or dividends less valuable—since the alternative of investing in bonds has become relatively more attractive. www.fx1618.com

Security Analysis for the Lay Investor 299 Rarely does one find a brokerage-house study that points out, with a convincing array of facts, that a popular industry is head- ing for a fall or that an unpopular one is due to prosper. Wall Street’s view of the longer future is notoriously fallible, and this necessarily applies to that important part of its investigations which is directed toward the forecasting of the course of profits in various industries. We must recognize, however, that the rapid and pervasive growth of technology in recent years is not without major effect on the attitude and the labors of the security analyst. More so than in the past, the progress or retrogression of the typical company in the coming decade may depend on its relation to new products and new processes, which the analyst may have a chance to study and evaluate in advance. Thus there is doubtless a promising area for effective work by the analyst, based on field trips, interviews with research men, and on intensive technological investigation on his own. There are hazards connected with investment conclusions derived chiefly from such glimpses into the future, and not sup- ported by presently demonstrable value. Yet there are perhaps equal hazards in sticking closely to the limits of value set by sober calculations resting on actual results. The investor cannot have it both ways. He can be imaginative and play for the big profits that are the reward for vision proved sound by the event; but then he must run a substantial risk of major or minor miscalculation. Or he can be conservative, and refuse to pay more than a minor premium for possibilities as yet unproved; but in that case he must be pre- pared for the later contemplation of golden opportunities foregone. A Two-Part Appraisal Process Let us return for a moment to the idea of valuation or appraisal of a common stock, which we began to discuss above on p. 288. A great deal of reflection on the subject has led us to conclude that this better be done quite differently than is now the established practice. We suggest that analysts work out first what we call the “past-performance value,” which is based solely on the past record. This would indicate what the stock would be worth— absolutely, or as a percentage of the DJIA or of the S & P compos- ite—if it is assumed that its relative past performance will continue www.fx1618.com

300 The Intelligent Investor unchanged in the future. (This includes the assumption that its rel- ative growth rate, as shown in the last seven years, will also con- tinue unchanged over the next seven years.) This process could be carried out mechanically by applying a formula that gives individ- ual weights to past figures for profitability, stability, and growth, and also for current financial condition. The second part of the analysis should consider to what extent the value based solely on past performance should be modified because of new conditions expected in the future. Such a procedure would divide the work between senior and junior analysts as follows: (1) The senior analyst would set up the formula to apply to all companies generally for determining past- performance value. (2) The junior analysts would work up such factors for the designated companies—pretty much in mechanical fashion. (3) The senior analyst would then determine to what extent a company’s performance—absolute or relative—is likely to differ from its past record, and what change should be made in the value to reflect such anticipated changes. It would be best if the senior analyst’s report showed both the original valuation and the modified one, with his reasons for the change. Is a job of this kind worth doing? Our answer is in the affirma- tive, but our reasons may appear somewhat cynical to the reader. We doubt whether the valuations so reached will prove sufficiently dependable in the case of the typical industrial company, great or small. We shall illustrate the difficulties of this job in our discus- sion of Aluminum Company of America (ALCOA) in the next chapter. Nonetheless it should be done for such common stocks. Why? First, many security analysts are bound to make current or projected valuations, as part of their daily work. The method we propose should be an improvement on those generally followed today. Secondly, because it should give useful experience and insight to the analysts who practice this method. Thirdly, because work of this kind could produce an invaluable body of recorded experience—as has long been the case in medicine—that may lead to better methods of procedure and a useful knowledge of its pos- sibilities and limitations. The public-utility stocks might well prove an important area in which this approach will show real pragmatic value. Eventually the intelligent analyst will confine himself to those groups in which the future appears reasonably www.fx1618.com

Security Analysis for the Lay Investor 301 predictable,* or where the margin of safety of past-performance value over current price is so large that he can take his chances on future variations—as he does in selecting well-secured senior secu- rities. In subsequent chapters we shall supply concrete examples of the application of analytical techniques. But they will only be illus- trations. If the reader finds the subject interesting he should pursue it systematically and thoroughly before he considers himself quali- fied to pass a final buy-or-sell judgment of his own on a security issue. * These industry groups, ideally, would not be overly dependent on such unforeseeable factors as fluctuating interest rates or the future direction of prices for raw materials like oil or metals. Possibilities might be industries like gaming, cosmetics, alcoholic beverages, nursing homes, or waste man- agement. www.fx1618.com

COMMENTARY ON CHAPTER 11 “Would you tell me, please, which way I ought to go from here?” “That depends a good deal on where you want to get to,” said the Cat. —Lewis Carroll, Alice’s Adventures in Wonderland Putting a Price on the Future Which factors determine how much you should be willing to pay for a stock? What makes one company worth 10 times earnings and another worth 20 times? How can you be reasonably sure that you are not overpaying for an apparently rosy future that turns out to be a murky nightmare? Graham feels that five elements are decisive.1 He summarizes them as: • the company’s “general long-term prospects” • the quality of its management • its financial strength and capital structure • its dividend record • and its current dividend rate. Let’s look at these factors in the light of today’s market. The long-term prospects. Nowadays, the intelligent investor should begin by downloading at least five years’ worth of annual reports (Form 10-K) from the company’s website or from the EDGAR 1 Because so few of today’s individual investors buy—or should buy—individ- ual bonds, we will limit this discussion to stock analysis. For more on bond funds, see the commentary on Chapter 4. www.fx1618.com 302

Commentary on Chapter 11 303 database at www.sec.gov.2 Then comb through the financial state- ments, gathering evidence to help you answer two overriding ques- tions. What makes this company grow? Where do (and where will) its profits come from? Among the problems to watch for: • The company is a “serial acquirer.” An average of more than two or three acquisitions a year is a sign of potential trouble. After all, if the company itself would rather buy the stock of other busi- nesses than invest in its own, shouldn’t you take the hint and look elsewhere too? And check the company’s track record as an acquirer. Watch out for corporate bulimics—firms that wolf down big acquisitions, only to end up vomiting them back out. Lucent, Mattel, Quaker Oats, and Tyco International are among the com- panies that have had to disgorge acquisitions at sickening losses. Other firms take chronic write-offs, or accounting charges proving that they overpaid for their past acquisitions. That’s a bad omen for future deal making.3 • The company is an OPM addict, borrowing debt or selling stock to raise boatloads of Other People’s Money. These fat infusions of OPM are labeled “cash from financing activities” on the statement of cash flows in the annual report. They can make a sick company appear to be growing even if its underlying businesses are not generating enough cash—as Global Crossing and WorldCom showed not long ago.4 2 You should also get at least one year’s worth of quarterly reports (on Form 10-Q). By definition, we are assuming that you are an “enterprising” investor willing to devote a considerable amount of effort to your portfolio. If the steps in this chapter sound like too much work to you, then you are not tem- peramentally well suited to picking your own stocks. You cannot reliably obtain the results you imagine unless you put in the kind of effort we describe. 3 You can usually find details on acquisitions in the “Management’s Discus- sion and Analysis” section of Form 10-K; cross-check it against the foot- notes to the financial statements. For more on “serial acquirers,” see the commentary on Chapter 12. 4 To determine whether a company is an OPM addict, read the “Statement of Cash Flows” in the financial statements. This page breaks down the www.fx1618.com

304 Commentary on Chapter 11 • The company is a Johnny-One-Note, relying on one customer (or a handful) for most of its revenues. In October 1999, fiber-optics maker Sycamore Networks, Inc. sold stock to the public for the first time. The prospectus revealed that one customer, Williams Communications, accounted for 100% of Sycamore’s $11 million in total revenues. Traders blithely valued Sycamore’s shares at $15 billion. Unfortunately, Williams went bankrupt just over two years later. Although Sycamore picked up other customers, its stock lost 97% between 2000 and 2002. As you study the sources of growth and profit, stay on the lookout for positives as well as negatives. Among the good signs: • The company has a wide “moat,” or competitive advantage. Like castles, some companies can easily be stormed by marauding competitors, while others are almost impregnable. Several forces can widen a company’s moat: a strong brand identity (think of Harley Davidson, whose buyers tattoo the company’s logo onto their bodies); a monopoly or near-monopoly on the market; economies of scale, or the ability to supply huge amounts of goods or services cheaply (consider Gillette, which churns out razor blades by the billion); a unique intangible asset (think of Coca- Cola, whose secret formula for flavored syrup has no real physical value but maintains a priceless hold on consumers); a resistance to substitution (most businesses have no alternative to electricity, so utility companies are unlikely to be supplanted any time soon).5 company’s cash inflows and outflows into “operating activities,” “invest- ing activities,” and “financing activities.” If cash from operating activities is consistently negative, while cash from financing activities is consistently positive, the company has a habit of craving more cash than its own businesses can produce—and you should not join the “enablers” of that habitual abuse. For more on Global Crossing, see the commentary on Chapter 12. For more on WorldCom, see the sidebar in the commentary on Chapter 6. 5 For more insight into “moats,” see the classic book Competitive Strategy by Harvard Business School professor Michael E. Porter (Free Press, New York, 1998). www.fx1618.com

Commentary on Chapter 11 305 • The company is a marathoner, not a sprinter. By looking back at the income statements, you can see whether revenues and net earnings have grown smoothly and steadily over the previous 10 years. A recent article in the Financial Analysts Journal confirmed what other studies (and the sad experience of many investors) have shown: that the fastest-growing companies tend to overheat and flame out.6 If earnings are growing at a long-term rate of 10% pretax (or 6% to 7% after-tax), that may be sustainable. But the 15% growth hurdle that many companies set for themselves is delusional. And an even higher rate—or a sudden burst of growth in one or two years—is all but certain to fade, just like an inexperi- enced marathoner who tries to run the whole race as if it were a 100-meter dash. • The company sows and reaps. No matter how good its products or how powerful its brands, a company must spend some money to develop new business. While research and development spending is not a source of growth today, it may well be tomor- row—particularly if a firm has a proven record of rejuvenating its businesses with new ideas and equipment. The average budget for research and development varies across industries and com- panies. In 2002, Procter & Gamble spent about 4% of its net sales on R & D, while 3M spent 6.5% and Johnson & Johnson 10.9%. In the long run, a company that spends nothing on R & D is at least as vulnerable as one that spends too much. The quality and conduct of management. A company’s execu- tives should say what they will do, then do what they said. Read the past annual reports to see what forecasts the managers made and if they fulfilled them or fell short. Managers should forthrightly admit their failures and take responsibility for them, rather than blaming all-purpose scapegoats like “the economy,” “uncertainty,” or “weak demand.” Check whether the tone and substance of the chairman’s letter stay constant, or fluctuate with the latest fads on Wall Street. (Pay special attention to boom years like 1999: Did the executives of 6 See Cyrus A. Ramezani, Luc Soenen, and Alan Jung, “Growth, Corporate Profitability, and Value Creation,” Financial Analysts Journal, November/ December, 2002, pp. 56–67; also available at http://cyrus.cob.calpoly.edu/. www.fx1618.com

306 Commentary on Chapter 11 a cement or underwear company suddenly declare that they were “on the leading edge of the transformative software revolution”?) These questions can also help you determine whether the people who run the company will act in the interests of the people who own the company: • Are they looking out for No. 1? A firm that pays its CEO $100 million in a year had better have a very good reason. (Perhaps he discovered—and patented—the Foun- tain of Youth? Or found El Dorado and bought it for $1 an acre? Or contacted life on another planet and negotiated a contract obligat- ing the aliens to buy all their supplies from only one company on Earth?) Otherwise, this kind of obscenely obese payday suggests that the firm is run by the managers, for the managers. If a company reprices (or “reissues” or “exchanges”) its stock options for insiders, stay away. In this switcheroo, a company can- cels existing (and typically worthless) stock options for employees and executives, then replaces them with new ones at advanta- geous prices. If their value is never allowed to go to zero, while their potential profit is always infinite, how can options encourage good stewardship of corporate assets? Any established company that reprices options—as dozens of high-tech firms have—is a dis- grace. And any investor who buys stock in such a company is a sheep begging to be sheared. By looking in the annual report for the mandatory footnote about stock options, you can see how large the “option overhang” is. AOL Time Warner, for example, reported in the front of its annual report that it had 4.5 billion shares of common stock out- standing as of December 31, 2002—but a footnote in the bowels of the report reveals that the company had issued options on 657 million more shares. So AOL’s future earnings will have to be divided among 15% more shares. You should factor in the poten- tial flood of new shares from stock options whenever you estimate a company’s future value.7 “Form 4,” available through the EDGAR database at www.sec. 7 Jason Zweig is an employee of AOL Time Warner and holds options in the company. For more about how stock options work, see the commentary on Chapter w19w, pw. 5.0f7x. 1618.com

Commentary on Chapter 11 307 gov, shows whether a firm’s senior executives and directors have been buying or selling shares. There can be legitimate reasons for an insider to sell—diversification, a bigger house, a divorce settle- ment—but repeated big sales are a bright red flag. A manager can’t legitimately be your partner if he keeps selling while you’re buying. • Are they managers or promoters? Executives should spend most of their time managing their company in private, not promoting it to the investing public. All too often, CEOs complain that their stock is undervalued no matter how high it goes—forgetting Graham’s insistence that managers should try to keep the stock price from going either too low or too high.8 Meanwhile, all too many chief financial officers give “earn- ings guidance,” or guesstimates of the company’s quarterly prof- its. And some firms are hype-o-chondriacs, constantly spewing forth press releases boasting of temporary, trivial, or hypothetical “opportunities.” A handful of companies—including Coca-Cola, Gillette, and USA Interactive—have begun to “just say no” to Wall Street’s short-term thinking. These few brave outfits are providing more detail about their current budgets and long-term plans, while refusing to speculate about what the next 90 days might hold. (For a model of how a company can communicate candidly and fairly with its shareholders, go to the EDGAR database at www.sec.gov and view the 8-K filings made by Expeditors In- ternational of Washington, which periodically posts its superb question-and-answer dialogues with shareholders there.) Finally, ask whether the company’s accounting practices are designed to make its financial results transparent—or opaque. If “nonrecurring” charges keep recurring, “extraordinary” items crop up so often that they seem ordinary, acronyms like EBITDA take priority over net income, or “pro forma” earnings are used to cloak actual losses, you may be looking at a firm that has not yet learned how to put its shareholders’ long-term interests first.9 8 See note 19 in the commentary on Chapter 19, p. 508. 9 For more on these issues, see the commentary on Chapter 12 and the superb essay by Joseph Fuller and Michael C. Jensen, “Just Say No to Wall Streewt,” wat whtt.pf:x//p1a6pe1rs8.s.scrno.cmom.

308 Commentary on Chapter 11 Financial strength and capital structure. The most basic possible definition of a good business is this: It generates more cash than it consumes. Good managers keep finding ways of putting that cash to productive use. In the long run, companies that meet this definition are virtually certain to grow in value, no matter what the stock market does. Start by reading the statement of cash flows in the company’s annual report. See whether cash from operations has grown steadily throughout the past 10 years. Then you can go further. Warren Buffett has popularized the concept of owner earnings, or net income plus amortization and depreciation, minus normal capital expenditures. As portfolio manager Christopher Davis of Davis Selected Advisors puts it, “If you owned 100% of this business, how much cash would you have in your pocket at the end of the year?” Because it adjusts for accounting entries like amortization and depreciation that do not affect the company’s cash balances, owner earnings can be a better measure than reported net income. To fine-tune the definition of owner earnings, you should also subtract from reported net income: • any costs of granting stock options, which divert earnings away from existing shareholders into the hands of new inside owners • any “unusual,” “nonrecurring,” or “extraordinary” charges • any “income” from the company’s pension fund. If owner earnings per share have grown at a steady average of at least 6% or 7% over the past 10 years, the company is a stable gen- erator of cash, and its prospects for growth are good. Next, look at the company’s capital structure. Turn to the balance sheet to see how much debt (including preferred stock) the company has; in general, long-term debt should be under 50% of total capital. In the footnotes to the financial statements, determine whether the long-term debt is fixed-rate (with constant interest payments) or vari- able (with payments that fluctuate, which could become costly if inter- est rates rise). Look in the annual report for the exhibit or statement showing the “ratio of earnings to fixed charges.” That exhibit to Amazon.com’s 2002 annual report shows that Amazon’s earnings fell $145 million short of covering its interest costs. In the future, Amazon will either have to earn much more from its operations or find a way to borrow money awt wlowwer.frxat1es6.1O8th.ecrowimse, the company could end up being

Commentary on Chapter 11 309 owned not by its shareholders but by its bondholders, who can lay claim to Amazon’s assets if they have no other way of securing the interest payments they are owed. (To be fair, Amazon’s ratio of earn- ings to fixed charges was far healthier in 2002 than two years earlier, when earnings fell $1.1 billion short of covering debt payments.) A few words on dividends and stock policy (for more, please see Chapter 19): • The burden of proof is on the company to show that you are better off if it does not pay a dividend. If the firm has consistently outper- formed the competition in good markets and bad, the managers are clearly putting the cash to optimal use. If, however, business is fal- tering or the stock is underperforming its rivals, then the managers and directors are misusing the cash by refusing to pay a dividend. • Companies that repeatedly split their shares—and hype those splits in breathless press releases—treat their investors like dolts. Like Yogi Berra, who wanted his pizza cut into four slices because “I don’t think I can eat eight,” the shareholders who love stock splits miss the point. Two shares of a stock at $50 are not worth more than one share at $100. Managers who use splits to pro- mote their stock are aiding and abetting the worst instincts of the investing public, and the intelligent investor will think twice before turning any money over to such condescending manipulators.10 • Companies should buy back their shares when they are cheap— not when they are at or near record highs. Unfortunately, it recently has become all too common for companies to repur- chase their stock when it is overpriced. There is no more cynical waste of a company’s cash—since the real purpose of that maneu- ver is to enable top executives to reap multimillion-dollar paydays by selling their own stock options in the name of “enhancing shareholder value.” A substantial amount of anecdotal evidence, in fact, suggests that managers who talk about “enhancing shareholder value” seldom do. In investing, as with life in general, ultimate victory usually goes to the doers, not to the talkers. 10 Stock splits are discussed further in the commentary on Chapter 13. www.fx1618.com

CHAPTER 12 Things to Consider About Per-Share Earnings This chapter will begin with two pieces of advice to the investor that cannot avoid being contradictory in their implications. The first is: Don’t take a single year’s earnings seriously. The second is: If you do pay attention to short-term earnings, look out for booby traps in the per-share figures. If our first warning were followed strictly the second would be unnecessary. But it is too much to expect that most shareholders can relate all their common-stock decisions to the long-term record and the long-term prospects. The quarterly figures, and especially the annual figures, receive major attention in financial circles, and this emphasis can hardly fail to have its impact on the investor’s thinking. He may well need some education in this area, for it abounds in misleading possibilities. As this chapter is being written the earnings report of Alu- minum Company of America (ALCOA) for 1970 appears in the Wall Street Journal. The first figures shown are Share earnings a 1970 1969 $5.20 $5.58 The little a at the outset is explained in a footnote to refer to “pri- mary earnings,” before special charges. There is much more foot- note material; in fact it occupies twice as much space as do the basic figures themselves. For the December quarter alone, the “earnings per share” are given as $1.58 in 1970 against $1.56 in 1969. The investor or speculator interested in ALCOA shares, reading www.fx1618.com 310

Things to Consider About Per-Share Earnings 311 those figures, might say to himself: “Not so bad. I knew that 1970 was a recession year in aluminum. But the fourth quarter shows a gain over 1969, with earnings at the rate of $6.32 per year. Let me see. The stock is selling at 62. Why, that’s less than ten times earn- ings. That makes it look pretty cheap, compared with 16 times for International Nickel, etc., etc.” But if our investor-speculator friend had bothered to read all the material in the footnote, he would have found that instead of one figure of earnings per share for the year 1970 there were actually four, viz.: Primary earnings 1970 1969 Net income (after special charges) Fully diluted, before special charges $5.20 $5.58 Fully diluted, after special charges 4.32 5.58 5.01 5.35 4.19 5.35 For the fourth quarter alone only two figures are given: Primary earnings $1.58 $1.56 Net income (after special charges) .70 1.56 What do all these additional earnings mean? Which earnings are true earnings for the year and the December quarter? If the latter should be taken at 70 cents—the net income after special charges— the annual rate would be $2.80 instead of $6.32, and the price 62 would be “22 times earnings,” instead of the 10 times we started with. Part of the question as to the “true earnings” of ALCOA can be answered quite easily. The reduction from $5.20 to $5.01, to allow for the effects of “dilution,” is clearly called for. ALCOA has a large bond issue convertible into common stock; to calculate the “earn- ing power” of the common, based on the 1970 results, it must be assumed that the conversion privilege will be exercised if it should prove profitable to the bondholders to do so. The amount involved in the ALCOA picture is relatively small, and hardly deserves detailed comment. But in other cases, making allowance for con- version rights—and the existence of stock-purchase warrants—can www.fx1618.com

312 The Intelligent Investor reduce the apparent earnings by half, or more. We shall present examples of a really significant dilution factor below (page 411). (The financial services are not always consistent in their allowance for the dilution factor in their reporting and analyses.)* Let us turn now to the matter of “special charges.” This figure of $18,800,000, or 88 cents per share, deducted in the fourth quarter, is not unimportant. Is it to be ignored entirely, or fully recognized as an earnings reduction, or partly recognized and partly ignored? The alert investor might ask himself also how does it happen that there was a virtual epidemic of such special charge-offs appearing after the close of 1970, but not in previous years? Could there pos- sibly have been some fine Italian hands† at work with the account- ing—but always, of course, within the limits of the permissible? When we look closely we may find that such losses, charged off before they actually occur, can be charmed away, as it were, with no unhappy effect on either past or future “primary earnings.” In some extreme cases they might be availed of to make subsequent earnings appear nearly twice as large as in reality—by a more or less prestidigitous treatment of the tax credit involved. * “Dilution” is one of many words that describe stocks in the language of fluid dynamics. A stock with high trading volume is said to be “liquid.” When a company goes public in an IPO, it “floats” its shares. And, in earlier days, a company that drastically diluted its shares (with large amounts of convert- ible debt or multiple offerings of common stock) was said to have “watered” its stock. This term is believed to have originated with the legendary market manipulator Daniel Drew (1797–1879), who began as a livestock trader. He would drive his cattle south toward Manhattan, force-feeding them salt along the way. When they got to the Harlem River, they would guzzle huge volumes of water to slake their thirst. Drew would then bring them to market, where the water they had just drunk would increase their weight. That enabled him to get a much higher price, since cattle on the hoof is sold by the pound. Drew later watered the stock of the Erie Railroad by massively issuing new shares without warning. † Graham is referring to the precise craftsmanship of the immigrant Italian stone carvers who ornamented the otherwise plain facades of buildings throughout New York in the early 1900s. Accountants, likewise, can trans- form simple financial facts into intricate and even incomprehensible patterns. www.fx1618.com

Things to Consider About Per-Share Earnings 313 In dealing with ALCOA’s special charges, the first thing to establish is how they arose. The footnotes are specific enough. The deductions came from four sources, viz.: 1. Management’s estimate of the anticipated costs of closing down the manufactured products division. 2. Ditto for closing down ALCOA Castings Co.’s plants. 3. Ditto for losses in phasing out ALCOA Credit Co. 4. Also, estimated costs of $5.3 million associated with comple- tion of the contract for a “curtain wall.” All of these items are related to future costs and losses. It is easy to say that they are not part of the “regular operating results” of 1970—but if so, where do they belong? Are they so “extraordinary and nonrecurring” as to belong nowhere? A widespread enterprise such as ALCOA, doing a $1.5 billion business annually, must have a lot of divisions, departments, affiliates, and the like. Would it not be normal rather than extraordinary for one or more to prove unprofitable, and to require closing down? Similarly for such things as a contract to build a wall. Suppose that any time a com- pany had a loss on any part of its business it had the bright idea of charging it off as a “special item,” and thus reporting its “primary earnings” per share so as to include only its profitable contracts and operations? Like King Edward VII’s sundial, that marked only the “sunny hours.”* * The king probably took his inspiration from a once-famous essay by the English writer William Hazlitt, who mused about a sundial near Venice that bore the words Horas non numero nisi serenas, or “I count only the hours that are serene.” Companies that chronically exclude bad news from their financial results on the pretext that negative events are “extraordinary” or “nonrecurring” are taking a page from Hazlitt, who urged his readers “to take no note of time but by its benefits, to watch only for the smiles and ne- glect the frowns of fate, to compose our lives of bright and gentle moments, turning away to the sunny side of things, and letting the rest slip from our imaginations, unheeded or forgotten!” (William Hazlitt, “On a Sun-Dial,” ca. 1827.) Unfortunately, investors must always count the sunny and dark hours alike. www.fx1618.com

314 The Intelligent Investor The reader should note two ingenious aspects of the ALCOA procedure we have been discussing. The first is that by anticipating future losses the company escapes the necessity of allocating the losses themselves to an identifiable year. They don’t belong in 1970, because they were not actually taken in that year. And they won’t be shown in the year when they are actually taken, because they have already been provided for. Neat work, but might it not be just a little misleading? The ALCOA footnote says nothing about the future tax saving from these losses. (Most other statements of this sort state specifi- cally that only the “after-tax effect” has been charged off.) If the ALCOA figure represents future losses before the related tax credit, then not only will future earnings be freed from the weight of these charges (as they are actually incurred), but they will be increased by a tax credit of some 50% thereof. It is difficult to believe that the accounts will be handled that way. But it is a fact that certain com- panies which have had large losses in the past have been able to report future earnings without charging the normal taxes against them, in that way making a very fine profits appearance indeed— based paradoxically enough on their past disgraces. (Tax credits resulting from past years’ losses are now being shown separately as “special items,” but they will enter into future statistics as part of the final “net-income” figure. However, a reserve now set up for future losses, if net of expected tax credit, should not create an addi- tion of this sort to the net income of later years.) The other ingenious feature is the use by ALCOA and many other companies of the 1970 year-end for making these special charge-offs. The stock market took what appeared to be a blood bath in the first half of 1970. Everyone expected relatively poor results for the year for most companies. Wall Street was now antic- ipating better results in 1971, 1972, etc. What a nice arrangement, then, to charge as much as possible to the bad year, which had already been written off mentally and had virtually receded into the past, leaving the way clear for nicely fattened figures in the next few years! Perhaps this is good accounting, good business pol- icy, and good for management-shareholder relationships. But we have lingering doubts. The combination of widely (or should it be wildly?) diversified operations with the impulse to clean house at the end of 1970 has www.fx1618.com

Things to Consider About Per-Share Earnings 315 produced some strange-looking footnotes to the annual reports. The reader may be amused by the following explanation given by a New York Stock Exchange company (which shall remain unnamed) of its “special items” aggregating $2,357,000, or about a third of the income before charge-offs: “Consists of provision for closing Spalding United Kingdom operations; provision for reorga- nizational expenses of a division; costs of selling a small baby- pants and bib manufacturing company, disposing of part interest in a Spanish car-leasing facility, and liquidation of a ski-boot opera- tion.” * Years ago the strong companies used to set up “contingency reserves” out of the profits of good years to absorb some of the bad effects of depression years to come. The underlying idea was to equalize the reported earnings, more or less, and to improve the stability factor in the company’s record. A worthy motive, it would seem; but the accountants quite rightly objected to the practice as misstating the true earnings. They insisted that each year’s results be presented as they were, good or bad, and the shareholders and analysts be allowed to do the averaging or equalizing for them- selves. We seem now to be witnessing the opposite phenomenon, with everyone charging off as much as possible against forgotten 1970, so as to start 1971 with a slate not only clean but specially prepared to show pleasing per-share figures in the coming years. It is time to return to our first question. What then were the true earnings of ALCOA in 1970? The accurate answer would be: The $5.01 per share, after “dilution,” less that part of the 82 cents of “special charges” that may properly be attributed to occurrences in 1970. But we do not know what that portion is, and hence we cannot properly state the true earnings for the year. The management and the auditors should have given us their best judgment on this point, but they did not do so. And furthermore, the management and the auditors should have provided for deduction of the balance of these charges from the ordinary earnings of a suitable number of * The company to which Graham refers so coyly appears to be American Machine & Foundry (or AMF Corp.), one of the most jumbled conglomerates of the late 1960s. It was a predecessor of today’s AMF Bowling Worldwide, which operates bowling alleys and manufactures bowling equipment. www.fx1618.com

316 The Intelligent Investor future years—say, not more than five. This evidently they will not do either, since they have already conveniently disposed of the entire sum as a 1970 special charge. The more seriously investors take the per-share earnings figures as published, the more necessary it is for them to be on their guard against accounting factors of one kind and another that may impair the true comparability of the numbers. We have mentioned three sorts of these factors: the use of special charges, which may never be reflected in the per-share earnings, the reduction in the normal income-tax deduction by reason of past losses, and the dilution fac- tor implicit in the existence of substantial amounts of convertible securities or warrants.1 A fourth item that has had a significant effect on reported earnings in the past is the method of treating depreciation—chiefly as between the “straight-line” and the “accelerated” schedules. We refrain from details here. But as an example current as we write, let us mention the 1970 report of Trane Co. This firm showed an increase of nearly 20% in per-share earnings over 1969—$3.29 versus $2.76—but half of this came from returning to the older straight-line depreciation rates, less burden- some on earnings than the accelerated method used the year before. (The company will continue to use the accelerated rate on its income-tax return, thus deferring income-tax payments on the difference.) Still another factor, important at times, is the choice between charging off research and development costs in the year they are incurred or amortizing them over a period of years. Finally, let us mention the choice between the FIFO (first-in-first- out) and LIFO (last-in-first-out) methods of valuing inventories.* * Nowadays, investors need to be aware of several other “accounting fac- tors” that can distort reported earnings. One is “pro forma” or “as if” finan- cial statements, which report a company’s earnings as if Generally Accepted Accounting Principles (GAAP) did not apply. Another is the dilu- tive effect of issuing millions of stock options for executive compensation, then buying back millions of shares to keep those options from reducing the value of the common stock. A third is unrealistic assumptions of return on the company’s pension funds, which can artificially inflate earnings in good years and depress them in bad. Another is “Special Purpose Entities,” or affiliated firms or partnerships that buy risky assets or liabilities of the com- www.fx1618.com

Things to Consider About Per-Share Earnings 317 An obvious remark here would be that investors should not pay any attention to these accounting variables if the amounts involved are relatively small. But Wall Street being as it is, even items quite minor in themselves can be taken seriously. Two days before the ALCOA report appeared in the Wall Street Journal, the paper had quite a discussion of the corresponding statement of Dow Chemi- cal. It closed with the observation that “many analysts” had been troubled by the fact that Dow had included a 21-cent item in regu- lar profits for 1969, instead of treating it as an item of “extraordi- nary income.” Why the fuss? Because, evidently, evaluations of Dow Chemical involving many millions of dollars in the aggregate seemed to depend on exactly what was the percentage gain for 1969 over 1968—in this case either 9% or 41⁄2%. This strikes us as rather absurd; it is very unlikely that small differences involved in one year’s results could have any bearing on future average profits or growth, and on a conservative, realistic valuation of the enterprise. By contrast, consider another statement also appearing in Janu- ary 1971. This concerned Northwest Industries Inc.’s report for 1970.* The company was planning to write off, as a special charge, not less than $264 million in one fell swoop. Of this, $200 million represents the loss to be taken on the proposed sale of the railroad subsidiary to its employees and the balance a write-down of a recent stock purchase. These sums would work out to a loss of about $35 per share of common before dilution offsets, or twice its then current market price. Here we have something really signifi- pany and thus “remove” those financial risks from the company’s balance sheet. Another element of distortion is the treatment of marketing or other “soft” costs as assets of the company, rather than as normal expenses of doing business. We will briefly examine such practices in the commentary that accompanies this chapter. * Northwest Industries was the holding company for, among other busi- nesses, the Chicago and Northwestern Railway Co. and Union Underwear (the maker of both BVD and Fruit of the Loom briefs). It was taken over in 1985 by overindebted financier William Farley, who ran the company into the ground. Fruit of the Loom was bought in a bankruptcy proceeding by Warren Buffett’s Berkshire Hathaway Inc. in early 2002. www.fx1618.com

318 The Intelligent Investor cant. If the transaction goes through, and if the tax laws are not changed, this loss provided for in 1970 will permit Northwest Industries to realize about $400 million of future profits (within five years) from its other diversified interests without paying income tax thereon.* What will then be the real earnings of that enterprise; should they be calculated with or without provision for the nearly 50% in income taxes which it will not actually have to pay? In our opinion, the proper mode of calculation would be first to consider the indicated earning power on the basis of full income- tax liability, and to derive some broad idea of the stock’s value based on that estimate. To this should be added some bonus figure, representing the value per share of the important but temporary tax exemption the company will enjoy. (Allowance must be made, also, for a possible large-scale dilution in this case. Actually, the convertible preferred issues and warrants would more than double the outstanding common shares if the privileges are exercised.) All this may be confusing and wearisome to our readers, but it belongs in our story. Corporate accounting is often tricky; security analysis can be complicated; stock valuations are really depend- able only in exceptional cases.† For most investors it would be probably best to assure themselves that they are getting good value for the prices they pay, and let it go at that. * Graham is referring to the provision of Federal tax law that allows corpora- tions to “carry forward” their net operating losses. As the tax code now stands, these losses can be carried forward for up to 20 years, reducing the company’s tax liability for the entire period (and thus raising its earnings after tax). Therefore, investors should consider whether recent severe losses could actually improve the company’s net earnings in the future. † Investors should keep these words at hand and remind themselves of them frequently: “Stock valuations are really dependable only in exceptional cases.” While the prices of most stocks are approximately right most of the time, the price of a stock and the value of its business are almost never iden- tical. The market’s judgment on price is often unreliable. Unfortunately, the margin of the market’s pricing errors is often not wide enough to justify the expense of trading on them. The intelligent investor must carefully evaluate the costs of trading and taxes before attempting to take advantage of any price discrepancy—and should never count on being able to sell for the exact pricwewcuwrre.nftxly1qu6o1te8d .inctohemmarket.

Things to Consider About Per-Share Earnings 319 Use of Average Earnings In former times analysts and investors paid considerable atten- tion to the average earnings over a fairly long period in the past— usually from seven to ten years. This “mean figure” * was useful for ironing out the frequent ups and downs of the business cycle, and it was thought to give a better idea of the company’s earning power than the results of the latest year alone. One important advantage of such an averaging process is that it will solve the problem of what to do about nearly all the special charges and credits. They should be included in the average earnings. For cer- tainly most of these losses and gains represent a part of the company’s operating history. If we do this for ALCOA, the average earnings for 1961–1970 (ten years) would appear as $3.62 and for the seven years 1964–1970 as $4.62 per share. If such figures are used in conjunction with ratings for growth and stability of earn- ings during the same period, they could give a really informing picture of the company’s past performance. Calculation of the Past Growth Rate It is of prime importance that the growth factor in a company’s record be taken adequately into account. Where the growth has been large the recent earnings will be well above the seven- or ten- year average, and analysts may deem these long-term figures irrel- evant. This need not be the case. The earnings can be given in terms both of the average and the latest figure. We suggest that the growth rate itself be calculated by comparing the average of the last three years with corresponding figures ten years earlier. (Where there is a problem of “special charges or credits” it may be dealt with on some compromise basis.) Note the following calculation for the growth of ALCOA as against that of Sears Roebuck and the DJIA group as a whole. Comment: These few figures could be made the subject of a long discussion. They probably show as well as any others, derived by elaborate mathematical treatment, the actual growth of earnings * “Mean figure” refers to the simple, or arithmetic, average that Graham descwribews win .thfexp1re6c1ed8in.gcsoemntence.

320 The Intelligent Investor TABLE 12-1 Average earnings 1968–1970 ALCOA Sears Roebuck DJIA Average earnings 1958–1960 Growth $4.95a $2.87 $55.40 Annual rate (compounded) 2.08 1.23 31.49 141.0% 134.0% 75.0% 9.0% 8.7% 5.7% a Three-fifths of special charges of 82 cents in 1970 deducted here. for the long period 1958–1970. But how relevant is this figure, gen- erally considered central in common-stock valuations, to the case of ALCOA? Its past growth rate was excellent, actually a bit better than that of acclaimed Sears Roebuck and much higher than that of the DJIA composite. But the market price at the beginning of 1971 seemed to pay no attention to this fine performance. ALCOA sold at only 111⁄2 times the recent three-year average, while Sears sold at 27 times and the DJIA itself at 15+ times. How did this come about? Evidently Wall Street has fairly pessimistic views about the future course of ALCOA’s earnings, in contrast with its past record. Sur- prisingly enough, the high price for ALCOA was made as far back as 1959. In that year it sold at 116, or 45 times its earnings. (This compares with a 1959 adjusted high price of 251⁄2 for Sears Roebuck, or 20 times its then earnings.) Even though ALCOA’s profits did show excellent growth thereafter, it is evident that in this case the future possibilities were greatly overestimated in the market price. It closed 1970 at exactly half of the 1959 high, while Sears tripled in price and the DJIA moved up nearly 30%. It should be pointed out that ALCOA’s earnings on capital funds* had been only average or less, and this may be the decisive factor here. High multipliers have been maintained in the stock mar- ket only if the company has maintained better than average prof- itability. * Graham appears to be using “earnings on capital funds” in the traditional sense of return on book value—essentially, net income divided by the companyw’s wtanwgib.flexn1e6t a1ss8e.tsc. om

Things to Consider About Per-Share Earnings 321 Let us apply at this point to ALCOA the suggestion we made in the previous chapter for a “two-part appraisal process.” * Such an approach might have produced a “past-performance value” for ALCOA of 10% of the DJIA, or $84 per share relative to the closing price of 840 for the DJIA in 1970. On this basis the shares would have appeared quite attractive at their price of 571⁄4. To what extent should the senior analyst have marked down the “past-performance value” to allow for adverse developments that he saw in the future? Frankly, we have no idea. Assume he had rea- son to believe that the 1971 earnings would be as low as $2.50 per share—a large drop from the 1970 figure, as against an advance expected for the DJIA. Very likely the stock market would take this poor performance quite seriously, but would it really establish the once mighty Aluminum Company of America as a relatively unprofitable enterprise, to be valued at less than its tangible assets behind the shares?† (In 1971 the price declined from a high of 70 in May to a low of 36 in December, against a book value of 55.) ALCOA is surely a representative industrial company of huge size, but we think that its price-and-earnings history is more unusual, even contradictory, than that of most other large enter- prises. Yet this instance supports to some degree, the doubts we expressed in the last chapter as to the dependability of the appraisal procedure when applied to the typical industrial company. * See pp. 299–301. † Recent history—and a mountain of financial research—have shown that the market is unkindest to rapidly growing companies that suddenly report a fall in earnings. More moderate and stable growers, as ALCOA was in Graham’s day or Anheuser-Busch and Colgate-Palmolive are in our time, tend to suffer somewhat milder stock declines if they report disappointing earnings. Great expectations lead to great disappointment if they are not met; a failure to meet moderate expectations leads to a much milder reac- tion. Thus, one of the biggest risks in owning growth stocks is not that their growth will stop, but merely that it will slow down. And in the long run, that is not mwerwelywa .rifsxk,1b6ut1a 8vir.tcuaol cmertainty.

COMMENTARY ON CHAPTER 12 You can get ripped off easier by a dude with a pen than you can by a dude with a gun. —Bo Diddley THE NUMBERS GAME Even Graham would have been startled by the extent to which compa- nies and their accountants pushed the limits of propriety in the past few years. Compensated heavily through stock options, top execu- tives realized that they could become fabulously rich merely by increasing their company’s earnings for just a few years running.1 Hun- dreds of companies violated the spirit, if not the letter, of accounting principles—turning their financial reports into gibberish, tarting up ugly results with cosmetic fixes, cloaking expenses, or manufacturing earn- ings out of thin air. Let’s look at some of these unsavory practices. AS IF! Perhaps the most widespread bit of accounting hocus-pocus was the “pro forma” earnings fad. There’s an old saying on Wall Street that every bad idea starts out as a good idea, and pro forma earnings pre- sentation is no different. The original point was to provide a truer pic- ture of the long-term growth of earnings by adjusting for short-term deviations from the trend or for supposedly “nonrecurring” events. A pro forma press release might, for instance, show what a company would have earned over the past year if another firm it just acquired had been part of the family for the entire 12 months. 1 For more on how stock options can enrich corporate managers—but not necessarwilywouwtsi.dfexs1ha6re1h8old.ceros—msee the commentary on Chapter 19. 322

Commentary on Chapter 12 323 But, as the Naughty 1990s advanced, companies just couldn’t leave well enough alone. Just look at these examples of pro forma flim- flam: • For the quarter ended September 30, 1999, InfoSpace, Inc. pre- sented its pro forma earnings as if it had not paid $159.9 million in preferred-stock dividends. • For the quarter ended October 31, 2001, BEA Systems, Inc. pre- sented its pro forma earnings as if it had not paid $193 million in payroll taxes on stock options exercised by its employees. • For the quarter ended March 31, 2001, JDS Uniphase Corp. pre- sented its pro forma earnings as if it had not paid $4 million in payroll taxes, had not lost $7 million investing in lousy stocks, and had not incurred $2.5 billion in charges related to mergers and goodwill. In short, pro forma earnings enable companies to show how well they might have done if they hadn’t done as badly as they did.2 As an intelligent investor, the only thing you should do with pro forma earn- ings is ignore them. HUNGRY FOR RECOGNITION In 2000, Qwest Communications International Inc., the telecommuni- cations giant, looked strong. Its shares dropped less than 5% even as the stock market lost more than 9% that year. But Qwest’s financial reports held an odd little revelation. In late 1999, Qwest decided to recognize the revenues from its telephone directories as soon as the phone books were published—even though, as anyone who has ever taken out a Yellow Pages advertisement knows, many businesses pay for those ads in monthly installments. 2 All the above examples are taken directly from press releases issued by the companies themselves. For a brilliant satire on what daily life would be like if we all got to justify our behavior the same way companies adjust their reported earnings, see “My Pro Forma Life,” by Rob Walker, at http://slate. msn.com/?id=2063953. (“. . . a recent post-workout lunch of a 22-ounce, bone-in rib steak at Smith & Wollensky and three shots of bourbon is treated here waswa nwon.rfexc1ur6rin1g 8ex.pceonsme. I’ll never do that again!”)

324 Commentary on Chapter 12 Abracadabra! That piddly-sounding “change in accounting principle” pumped up 1999 net income by $240 million after taxes—a fifth of all the money Qwest earned that year. Like a little chunk of ice crowning a submerged iceberg, aggressive revenue recognition is often a sign of dangers that run deep and loom large—and so it was at Qwest. By early 2003, after reviewing its previ- ous financial statements, the company announced that it had prema- turely recognized profits on equipment sales, improperly recorded the costs of services provided by outsiders, inappropriately booked costs as if they were capital assets rather than expenses, and unjustifiably treated the exchange of assets as if they were outright sales. All told, Qwest’s revenues for 2000 and 2001 had been overstated by $2.2 billion—including $80 million from the earlier “change in accounting principle,” which was now reversed.3 CA P I TA L O F F E N S E S In the late 1990s, Global Crossing Ltd. had unlimited ambitions. The Bermuda-based company was building what it called the “first inte- grated global fiber optic network” over more than 100,000 miles of 3 In 2002, Qwest was one of 330 publicly-traded companies to restate past financial statements, an all-time record, according to Huron Consulting Group. All information on Qwest is taken from its financial filings with the U.S. Securities and Exchange Commission (annual report, Form 8K, and Form 10-K) found in the EDGAR database at www.sec.gov. No hindsight was required to detect the “change in accounting principle,” which Qwest fully disclosed at the time. How did Qwest’s shares do over this period? At year-end 2000, the stock had been at $41 per share, a total market value of $67.9 billion. By early 2003, Qwest was around $4, valuing the entire com- pany at less than $7 billion—a 90% loss. The drop in share price is not the only cost associated with bogus earnings; a recent study found that a sam- ple of 27 firms accused of accounting fraud by the SEC had overpaid $320 million in Federal income tax. Although much of that money will eventually be refunded by the IRS, most shareholders are unlikely to stick around to bene- fit from the refunds. (See Merle Erickson, Michelle Hanlon, and Edward May- dew, “How Much Will Firms Pay for Earnings that Do Not Exist?” at http:// papers.ssrn.com.) www.fx1618.com

Commentary on Chapter 12 325 cables, largely laid across the floor of the world’s oceans. After wiring the world, Global Crossing would sell other communications compa- nies the right to carry their traffic over its network of cables. In 1998 alone, Global Crossing spent more than $600 million to construct its optical web. That year, nearly a third of the construction budget was charged against revenues as an expense called “cost of capacity sold.” If not for that $178 million expense, Global Crossing—which reported a net loss of $96 million—could have reported a net profit of roughly $82 million. The next year, says a bland footnote in the 1999 annual report, Global Crossing “initiated service contract accounting.” The company would no longer charge most construction costs as expenses against the immediate revenues it received from selling capacity on its net- work. Instead, a major chunk of those construction costs would now be treated not as an operating expense but as a capital expenditure— thereby increasing the company’s total assets, instead of decreasing its net income.4 Poof! In one wave of the wand, Global Crossing’s “property and equipment” assets rose by $575 million, while its cost of sales increased by a mere $350 million—even though the company was spending money like a drunken sailor. Capital expenditures are an essential tool for managers to make a good business grow bigger and better. But malleable accounting rules permit managers to inflate reported profits by transforming nor- 4 Global Crossing formerly treated much of its construction costs as an expense to be charged against the revenue generated from the sale or lease of usage rights on its network. Customers generally paid for their rights up front, although some could pay in installments over periods of up to four years. But Global Crossing did not book most of the revenues up front, instead deferring them over the lifetime of the lease. Now, however, because the networks had an estimated usable life of up to 25 years, Global Cross- ing began treating them as depreciable, long-lived capital assets. While this treatment conforms with Generally Accepted Accounting Principles, it is unclear why Global Crossing did not use it before October 1, 1999, or what exactly prompted the change. As of March 2001, Global Crossing had a total stock valuation of $12.6 billion; the company filed for bankruptcy on January 28, 2002, rendering its common stock essentially worthless. www.fx1618.com

326 Commentary on Chapter 12 mal operating expenses into capital assets. As the Global Crossing case shows, the intelligent investor should be sure to understand what, and why, a company capitalizes. AN INVENTORY STORY Like many makers of semiconductor chips, Micron Technology, Inc. suffered a drop in sales after 2000. In fact, Micron was hit so hard by the plunge in demand that it had to start writing down the value of its inventories—since customers clearly did not want them at the prices Micron had been asking. In the quarter ended May 2001, Micron slashed the recorded value of its inventories by $261 million. Most investors interpreted the write-down not as a normal or recurring cost of operations, but as an unusual event. But look what happened after that: FIGURE 12-1 A Block of the Old Chips 500 465.8 450 Inventory write-downs ($ millions) 400 350 300 261.1 250 200 173.6 172.8 90.8 150 100 50 25.9 3.8 0 May 2001 August 2001 November 2001 February 2002 May 2002 August 2002 November 2002 Micron Technology fiscal quarters Source: MwicrwonwTec.hfnxo1log6y’1s f8ina.cncoialmreports.

Commentary on Chapter 12 327 Micron booked further inventory write-downs in every one of the next six fiscal quarters. Was the devaluation of Micron’s inventory a nonrecurring event, or had it become a chronic condition? Reason- able minds can differ on this particular case, but one thing is clear: The intelligent investor must always be on guard for “nonrecurring” costs that, like the Energizer bunny, just keep on going.5 THE PENSION DIMENSION In 2001, SBC Communications, Inc., which owns interests in Cingular Wireless, PacTel, and Southern New England Telephone, earned $7.2 billion in net income—a stellar performance in a bad year for the overextended telecom industry. But that gain didn’t come only from SBC’s business. Fully $1.4 billion of it—13% of the company’s net income—came from SBC’s pension plan. Because SBC had more money in the pension plan than it esti- mated was necessary to pay its employees’ future benefits, the com- pany got to treat the difference as current income. One simple reason for that surplus: In 2001, SBC raised the rate of return it expected to earn on the pension plan’s investments from 8.5% to 9.5%—lowering the amount of money it needed to set aside today. SBC explained its rosy new expectations by noting that “for each of the three years ended 2001, our actual 10-year return on invest- ments exceeded 10%.” In other words, our past returns have been high, so let’s assume that our future returns will be too. But that not only flunked the most rudimentary tests of logic, it flew in the face of the fact that interest rates were falling to near-record lows, depressing the future returns on the bond portion of a pension portfolio. The same year, in fact, Warren Buffett’s Berkshire Hathaway low- ered the expected rate of return on its pension assets from 8.3% to 6.5%. Was SBC being realistic in assuming that its pension-fund man- agers could significantly outperform the world’s greatest investor? Probably not: In 2001, Berkshire Hathaway’s pension fund gained 9.8%, but SBC’s pension fund lost 6.9%.6 5 I am grateful to Howard Schilit and Mark Hamel of the Center for Financial Research and Analysis for providing this example. 6 Returns are approximated by dividing the total net value of plan assets at the bwegwinnwing.foxf 1th6e y1e8ar.bcyo“amctual return on plan assets.”

328 Commentary on Chapter 12 Here are some quick considerations for the intelligent investor: Is the “net pension benefit” more than 5% of the company’s net income? (If so, would you still be comfortable with the company’s other earn- ings if those pension gains went away in future years?) Is the assumed “long-term rate of return on plan assets” reasonable? (As of 2003, anything above 6.5% is implausible, while a rising rate is downright delusional.) CAVEAT I NVE STOR A few pointers will help you avoid buying a stock that turns out to be an accounting time bomb: Read backwards. When you research a company’s financial reports, start reading on the last page and slowly work your way toward the front. Anything that the company doesn’t want you to find is buried in the back—which is precisely why you should look there first. Read the notes. Never buy a stock without reading the footnotes to the financial statements in the annual report. Usually labeled “sum- mary of significant accounting policies,” one key note describes how the company recognizes revenue, records inventories, treats install- ment or contract sales, expenses its marketing costs, and accounts for the other major aspects of its business.7 In the other footnotes, 7 Do not be put off by the stupefyingly boring verbiage of accounting foot- notes. They are designed expressly to deter normal people from actually reading them—which is why you must persevere. A footnote to the 1996 annual report of Informix Corp., for instance, disclosed that “The Company generally recognizes license revenue from sales of software licenses upon delivery of the software product to a customer. However, for certain com- puter hardware manufacturers and end-user licensees with amounts payable within twelve months, the Company will recognize revenue at the time the customer makes a contractual commitment for a minimum non- refundable license fee, if such computer hardware manufacturers and end- user licensees meet certain criteria established by the Company.” In plain English, Informix was saying that it would credit itself for revenues on prod- ucts even if they had not yet been resold to “end-users” (the actual cus- tomers for Informix’s software). Amid allegations by the U.S. Securities and www.fx1618.com

Commentary on Chapter 12 329 watch for disclosures about debt, stock options, loans to customers, reserves against losses, and other “risk factors” that can take a big chomp out of earnings. Among the things that should make your antennae twitch are technical terms like “capitalized,” “deferred,” and “restructuring”—and plain-English words signaling that the company has altered its accounting practices, like “began,” “change,” and “how- ever.” None of those words mean you should not buy the stock, but all mean that you need to investigate further. Be sure to compare the footnotes with those in the financial statements of at least one firm that’s a close competitor, to see how aggressive your company’s accountants are. Read more. If you are an enterprising investor willing to put plenty of time and energy into your portfolio, then you owe it to yourself to learn more about financial reporting. That’s the only way to minimize your odds of being misled by a shifty earnings statement. Three solid books full of timely and specific examples are Martin Fridson and Fer- nando Alvarez’s Financial Statement Analysis, Charles Mulford and Eugene Comiskey’s The Financial Numbers Game, and Howard Schilit’s Financial Shenanigans.8 Exchange Commission that Informix had committed accounting fraud, the company later restated its revenues, wiping away $244 million in such “sales.” This case is a keen reminder of the importance of reading the fine print with a skeptical eye. I am indebted to Martin Fridson for suggesting this example. 8 Martin Fridson and Fernando Alvarez, Financial Statement Analysis: A Practitioner’s Guide (John Wiley & Sons, New York, 2002); Charles W. Mul- ford and Eugene E. Comiskey, The Financial Numbers Game: Detecting Creative Accounting Practices (John Wiley & Sons, New York, 2002); Howard Schilit, Financial Shenanigans (McGraw-Hill, New York, 2002). Benjamin Graham’s own book, The Interpretation of Financial Statements (HarperBusiness, New York, 1998 reprint of 1937 edition), remains an excellent brief introduction to the basic principles of earnings and expenses, assets and liabilities. www.fx1618.com

CHAPTER 13 A Comparison of Four Listed Companies In this chapter we should like to present a sample of security analysis in operation. We have selected, more or less at random, four companies which are found successively on the New York Stock Exchange list. These are eltra Corp. (a merger of Electric Autolite and Mergenthaler Linotype enterprises), Emerson Electric Co. (a manufacturer of electric and electronic products), Emery Air Freight (a domestic forwarder of air freight), and Emhart Corp. (originally a maker of bottling machinery only, but now also in builders’ hardware).* There are some broad resemblances between the three manufacturing firms, but the differences will seem more significant. There should be sufficient variety in the financial and operating data to make the examination of interest. In Table 13-1 we present a summary of what the four companies were selling for in the market at the end of 1970, and a few figures on their 1970 operations. We then detail certain key ratios, which relate on the one hand to performance and on the other to price. Comment is called for on how various aspects of the performance pattern agree with the relative price pattern. Finally, we shall pass the four companies in review, suggesting some comparisons and relationships and evaluating each in terms of the requirements of a conservative common-stock investor. * Of Graham’s four examples, only Emerson Electric still exists in the same form. ELTRA Corp. is no longer an independent company; it merged with Bunker Ramo Corp. in the 1970s, putting it in the business of supplying stock quotes to brokerage firms across an early network of computers. What remains of ELTRA’s operations is now part of Honeywell Corp. The firm formerly known as Emery Air Freight is now a division of CNF Inc. Emhart Corp. was acquired by Black & Decker Corp. in 1989. www.fx1618.com 330

TABLE 13-1 A Comparison of Four Listed Companies www.fx1618.com ELTRA Emerson Electric Emery Air Freight Emhart Corp. A. Capitalization 27 66 573⁄4 323⁄4 7,714,000 24,884,000 a 3,807,000 4,932,000 Price of common, Dec. 31, 1970 $208,300,000 $1,640,000,000 $220,000,000 $160,000,000 Number of shares of common 8,000,000 42,000,000 9,200,000 Market value of common 216,300,000 1,682,000,000 220,000,000 169,200,000 Bonds and preferred stock Total capitalization $454,000,000 $657,000,000 $108,000,000 $227,000,000 20,773,000 54,600,000 5,679,000 13,551,000 B. Income Items $2.70 $2.30 $1.49 $2.75b Sales, 1970 2.78 2.10 1.28 2.81 Net income, 1970 1.54 1.06 .54 2.46 Earned per share, 1970 .54 1.21 Earned per share, ave., 1968–1970 1.20 .57 .17 1.20 Earned per share, ave., 1963–1965 1.16 1.00 Earned per share, ave., 1958–1960 $205,000,000 $121,000,000 Current dividend 71,000,000 $307,000,000 $20,400,000 34,800,000 207,000,000 72,000,000 11,800,000 133,000,000 C. Balance-sheet Items, 1970 257,000,000 15,200,000 $27.05 $27.02 Current assets $10.34 $3.96 Current liabilities Net assets for common stock Book value per share a Assuming conversion of preferred stock. b After special charge of 13 cents per share. c Year ended Sept. 1970.

332 The Intelligent Investor TABLE 13-2 A Comparison of Four Listed Companies (continued) Emerson Emery Emhart ELTRA Electric Air Freight Corp. B. Ratios 10.0 ϫ 30.0 ϫ 38.5 ϫ 11.9 ϫ Price/earnings, 1970 9.7 ϫ 33.0 ϫ 45.0 ϫ 11.7 ϫ Price/earnings, 1968–1970 1.00 ϫ 6.37 ϫ 14.3 ϫ 1.22 ϫ Price/book value 4.6 % 8.5 % 5.4 % 5.7 % Net/sales, 1970 10.0 % 22.2 % 34.5 % 10.2 % Net per share/book value 4.45 % 1.78 % 1.76 % 3.65 % Dividend yield Current assets to 2.9 ϫ 4.3 ϫ 1.7 ϫ 3.4 ϫ Very large 5.6 ϫ no debt 3.4 ϫ current liabilities Working capital/debt + 81% + 87% + 135% +14 % Earnings growth per share: +400% +250% Very large +132% 1968–1970 vs. 1963–1965 ⁄34 1 1⁄8 35⁄8 1968–1970 vs. 1958–1970 503⁄4 611⁄2 66 581⁄4 C. Price Record 185⁄8 421⁄8 41 231⁄2 1936–1968 Low 293⁄8 783⁄4 72 443⁄8 High 1970 Low 1971 High The most striking fact about the four companies is that the current price/earnings ratios vary much more widely than their operating performance or financial condition. Two of the enter- prises—eltra and Emhart—were modestly priced at only 9.7 times and 12 times the average earnings for 1968–1970, as against a similar figure of 15.5 times for the DJIA. The other two—Emerson and Emery—showed very high multiples of 33 and 45 times such earnings. There is bound to be some explanation of a difference such as this, and it is found in the superior growth of the favored companies’ profits in recent years, especially by the freight for- warder. (But the growth figures of the other two firms were not unsatisfactory.) For more comprehensive treatment let us review briefly the chief elements of performance as they appear from our figures. www.fx1618.com

A Comparison of Four Listed Companies 333 1. Profitability. (a) All the companies show satisfactory earnings on their book value, but the figures for Emerson and Emery are much higher than for the other two. A high rate of return on invested capital often goes along with a high annual growth rate in earnings per share.* All the companies except Emery showed bet- ter earnings on book value in 1969 than in 1961; but the Emery fig- ure was exceptionally large in both years. (b) For manufacturing companies, the profit figure per dollar of sales is usually an indica- tion of comparative strength or weakness. We use here the “ratio of operating income to sales,” as given in Standard & Poor’s Listed Stock Reports. Here again the results are satisfactory for all four companies, with an especially impressive showing by Emerson. The changes between 1961 and 1969 vary considerably among the companies. 2. Stability. This we measure by the maximum decline in per- share earnings in any one of the past ten years, as against the aver- age of the three preceding years. No decline translates into 100% stability, and this was registered by the two popular concerns. But the shrinkages of eltra and Emhart were quite moderate in the “poor year” 1970, amounting to only 8% each by our measurement, against 7% for the DJIA. 3. Growth. The two low-multiplier companies show quite satis- factory growth rates, in both cases doing better than the Dow Jones group. The eltra figures are especially impressive when set against its low price/earnings ratio. The growth is of course more impressive for the high-multiplier pair. 4. Financial Position. The three manufacturing companies are in sound financial condition, having better than the standard ratio of $2 of current assets for $1 of current liabilities. Emery Air Freight has a lower ratio; but it falls in a different category, and with its fine record it would have no problem raising needed cash. All the com- panies have relatively low long-term debt. “Dilution” note: Emer- son Electric had $163 million of market value of low-dividend * This measure is captured in the line “Net per share/book value” in Table 13-2, which measures the companies’ net income as a percentage of their tangible book value. www.fx1618.com

334 The Intelligent Investor convertible preferred shares outstanding at the end of 1970. In our analysis we have made allowance for the dilution factor in the usual way by treating the preferred as if converted into com- mon. This decreased recent earnings by about 10 cents per share, or some 4%. 5. Dividends. What really counts is the history of continuance without interruption. The best record here is Emhart’s, which has not suspended a payment since 1902. eltra’s record is very good, Emerson’s quite satisfactory, Emery Freight is a newcomer. The variations in payout percentage do not seem especially significant. The current dividend yield is twice as high on the “cheap pair” as on the “dear pair,” corresponding to the price/earnings ratios. 6. Price History. The reader should be impressed by the percent- age advance shown in the price of all four of these issues, as mea- sured from the lowest to the highest points during the past 34 years. (In all cases the low price has been adjusted for subsequent stock splits.) Note that for the DJIA the range from low to high was on the order of 11 to 1; for our companies the spread has varied from “only” 17 to 1 for Emhart to no less than 528 to 1 for Emery Air Freight.* These manifold price advances are characteristic of most of our older common-stock issues, and they proclaim the great opportunities of profit that have existed in the stock markets of the past. (But they may indicate also how overdone were the declines in the bear markets before 1950 when the low prices were registered.) Both eltra and Emhart sustained price shrinkages of more than 50% in the 1969–70 price break. Emerson and Emery had serious, but less distressing, declines; the former rebounded to a new all-time high before the end of 1970, the latter in early 1971. * In each case, Graham is referring to Section C of Table 13-2 and dividing the high price during the 1936–1968 period by the low price. For example, Emery’s high price of 66 divided by its low price of 1/8 equals 528, or a ratio of 528 to 1 between the high and low. www.fx1618.com

A Comparison of Four Listed Companies 335 General Observations on the Four Companies Emerson Electric has an enormous total market value, dwarfing the other three companies combined.* It is one of our “good-will giants,” to be commented on later. A financial analyst blessed (or handicapped) with a good memory will think of an analogy between Emerson Electric and Zenith Radio, and that would not be reassuring. For Zenith had a brilliant growth record for many years; it too sold in the market for $1.7 billion (in 1966); but its prof- its fell from $43 million in 1968 to only half as much in 1970, and in that year’s big selloff its price declined to 221⁄2 against the previous top of 89. High valuations entail high risks. Emery Air Freight must be the most promising of the four compa- nies in terms of future growth, if the price/earnings ratio of nearly 40 times its highest reported earnings is to be even partially justified. The past growth, of course, has been most impressive. But these fig- ures may not be so significant for the future if we consider that they started quite small, at only $570,000 of net earnings in 1958. It often proves much more difficult to continue to grow at a high rate after volume and profits have already expanded to big totals. The most surprising aspect of Emery’s story is that its earnings and market price continued to grow apace in 1970, which was the worst year in the domestic air-passenger industry. This is a remarkable achieve- ment indeed, but it raises the question whether future profits may not be vulnerable to adverse developments, through increased com- petition, pressure for new arrangements between forwarders and air- lines, etc. An elaborate study might be needed before a sound judgment could be passed on these points, but the conservative investor cannot leave them out of his general reckoning. Emhart and eltra. Emhart has done better in its business than in the stock market over the past 14 years. In 1958 it sold as high as 22 times the current earnings—about the same ratio as for the DJIA. Since then its profits tripled, as against a rise of less than 100% for the Dow, but its closing price in 1970 was only a third above the * At the end of 1970, Emerson’s $1.6 billion in market value truly was “enor- mous,” given average stock sizes at the time. At year-end 2002, Emerson’s common stock had a total market value of approximately $21 billion. www.fx1618.com

336 The Intelligent Investor 1958 high, versus 43% for the Dow. The record of eltra is some- what similar. It appears that neither of these companies possesses glamour, or “sex appeal,” in the present market; but in all the sta- tistical data they show up surprisingly well. Their future pros- pects? We have no sage remarks to make here, but this is what Standard & Poor’s had to say about the four companies in 1971: eltra—“Long-term Prospects: Certain operations are cyclical, but an established competitive position and diversification are offsetting fac- tors.” Emerson Electric—“While adequately priced (at 71) on the current outlook, the shares have appeal for the long term. . . . A continued acqui- sition policy together with a strong position in industrial fields and an accelerated international program suggests further sales and earnings progress.” Emery Air Freight—“The shares appear amply priced (at 57) on cur- rent prospects, but are well worth holding for the long pull.” Emhart—“Although restricted this year by lower capital spending in the glass-container industry, earnings should be aided by an improved business environment in 1972. The shares are worth holding (at 34).” Conclusions: Many financial analysts will find Emerson and Emery more interesting and appealing stocks than the other two— primarily, perhaps, because of their better “market action,” and secondarily because of their faster recent growth in earnings. Under our principles of conservative investment the first is not a valid reason for selection—that is something for the speculators to play around with. The second has validity, but within limits. Can the past growth and the presumably good prospects of Emery Air Freight justify a price more than 60 times its recent earnings?1 Our answer would be: Maybe for someone who has made an in-depth study of the possibilities of this company and come up with excep- tionally firm and optimistic conclusions. But not for the careful investor who wants to be reasonably sure in advance that he is not committing the typical Wall Street error of overenthusiasm for good performance in earnings and in the stock market.* The same * Graham was right. Of the “Nifty Fifty” stocks that were most fashionable and highwly wvawlue.dfxin11691728, .Ecmoermy fared among the worst. The March 1,